1.
2005 Proxy Statement and
2004 Annual Report to Stockholders
Notice of 2005 June 17, 2005
Annual Meeting Fellow Stockholders:
and Proxy On behalf of your Board of Directors and your management, we
Statement are pleased to invite you to attend the Annual Meeting of
Stockholders of National Oilwell Varco, Inc. It will be held on
Friday, July 22, 2005 at 10:00 A.M., local time, at the Hilton
Westchase Hotel, 9999 Westheimer Road, Houston, Texas
77042.
You will find information regarding the matters to be voted on
at the meeting in the formal Notice of Meeting and Proxy
Statement, which are included on the following pages of this
2004 Annual booklet.
Report to Whether or not you plan to attend, please sign and return the
enclosed proxy in the accompanying envelope as soon as
Stockholders possible so that your shares will be voted at the meeting. The
vote of each and every stockholder is most important to us.
Please note that your completed proxy will not prevent you
from attending the meeting and voting in person should you so
choose.
• Management’s Also included in this booklet as Appendix A is National Oilwell
Discussion and Varco’s 2004 Annual Report on Form 10K, which we are
distributing to the company’s stockholders in lieu of a separate
Analysis
annual report.
Thank you for your continued support of and interest in
National Oilwell Varco.
• Consolidated
Sincerely,
Financial
Statements
John F. Lauletta
Chairman of the Board
Merrill A. (Pete) Miller, Jr.
President and
Chief Executive Officer

3.
NATIONAL OILWELL VARCO, INC.
10000 Richmond Avenue
Houston, Texas 77042
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 22, 2005
DATE: Friday, July 22, 2005
TIME: 10:00 a.m. (Houston time)
PLACE: The Hilton Westchase Hotel
9999 Westheimer Road
Houston, Texas 77042
The 2005 annual meeting of stockholders of National Oilwell Varco, Inc. will be held at the
Hilton Westchase Hotel, 9999 Westheimer Road, Houston, Texas on Friday, July 22, 2005, at
10:00 a.m. local time, for the following purposes:
1. To elect three directors to hold office for a three-year term;
2. To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as
independent auditors of the company for 2005; and
3. To consider and act upon any other matters that may properly come before the annual
meeting or any postponement or adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF THE THREE NOMINEES FOR DIRECTOR AND FOR THE PROPOSAL TO RATIFY
THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR 2005.
The Board of Directors has set June 8, 2005 as the record date for the Annual Meeting. If you were a
stockholder of record at the close of business on June 8, 2005 you are entitled to vote at the Annual
Meeting. A complete list of these stockholders will be available for examination at the Annual Meeting
and, during ordinary business hours, at our offices at 10000 Richmond Avenue, Houston, Texas for a
period of ten days prior to the Annual Meeting.
You are cordially invited to join us at the Annual Meeting. However, to ensure your representation,
we request that you return your signed proxy card at your earliest convenience, whether or not you
plan to attend the Annual Meeting. You may revoke your proxy at any time if you wish to attend and
vote in person.
By Order of the Board of Directors
/s/ M. Gay Mather
M. Gay Mather
Vice President and Secretary
Houston, Texas
June 17, 2005

4.
NATIONAL OILWELL VARCO, INC.
10000 Richmond Avenue
Houston, Texas 77042
PROXY STATEMENT
Date: Friday, July 22, 2005
ANNUAL MEETING:
Time: 10:00 a.m. (Houston time)
Place: Hilton Westchase Hotel
9999 Westheimer
Houston, Texas 77042
Proposal 1: For the election of three nominees as directors of the
AGENDA:
Company for a term of three years.
Proposal 2: For the ratification of the appointment of Ernst &
Young LLP as independent auditors of the company.
RECORD DATE/
All stockholders of record at the close of business on June 8,
WHO CAN VOTE:
2005 are entitled to vote. The only class of securities entitled to
vote at the Annual Meeting is National Oilwell Varco common
stock. Holders of National Oilwell Varco common stock are
entitled to one vote per share at the Annual Meeting.
PROXIES SOLICITED BY: Your vote and proxy is being solicited by the Board of Directors
for use at the Annual Meeting. This proxy statement and
enclosed proxy card is being sent on behalf of the Board of
Directors to all stockholders beginning on or about June 17,
2005. By completing, signing and returning your proxy card,
you will authorize the persons named on the proxy card to vote
your shares according to your instructions.
If your properly executed proxy does not indicate how you wish
PROXIES:
to vote your common stock, the persons named on the proxy card
will vote FOR election of the three nominees for director
(Proposal 1) and FOR the ratification of the appointment of Ernst
& Young LLP as independent auditors.
You can revoke your proxy at any time prior to the time that the
REVOKING YOUR
vote is taken at the meeting by: (i) filing a written notice
PROXY:
revoking your proxy; (ii) filing another proxy bearing a later
date; or (iii) casting your vote in person at the Annual Meeting.
Your last vote will be the vote that is counted.
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5.
As of June 8, 2005, there were 172,678,564 shares of National
QUORUM:
Oilwell Varco common stock issued and outstanding. The
holders of these shares have the right to cast one vote for each
share held by them. The presence, in person or by proxy, of
stockholders entitled to cast at least 86,339,283 votes constitutes
a quorum for adopting the proposals at the Annual Meeting.
Abstentions will be included in determining the number of
shares present at the meeting for the purpose of determining a
quorum, as will broker non-votes. A broker non-vote occurs
when a broker is not permitted to vote on a matter without
instructions from the beneficial owner of the shares and no
instruction is given. However, there will be no broker non-votes
in connection with this meeting as the nature of the proposals to
be considered at the meeting allows brokers discretionary voting
in the absence of timely instruction from beneficial owners. If
you have properly signed and returned your proxy card by mail,
you will be considered part of the quorum, and the persons
named on the proxy card will vote your shares as you have
instructed them.
MULTIPLE
If you receive multiple proxy cards, this indicates that your
PROXY CARDS:
shares are held in more than one account, such as two brokerage
accounts, and are registered in different names. You should vote
each of the proxy cards to ensure that all of your shares are
voted.
The Securities and Exchange Commission, or SEC, has adopted
HOUSEHOLDING:
rules that permit companies and intermediaries, such as brokers,
to satisfy the delivery requirements for proxy statements with
respect to two or more stockholders sharing the same address by
delivering a copy of these materials, other than the Proxy Card,
to those stockholders. This process, which is commonly referred
to as “householding,” can mean extra convenience for
stockholders and cost savings for the Company. Beneficial
stockholders can request information about householding from
their banks, brokers, or other holders of record. Through
householding, stockholders of record who have the same address
and last name will receive only one copy of our Proxy Statement
and Annual Report, unless one or more of these stockholders
notifies us that they wish to continue receiving individual copies.
This procedure will reduce printing costs and postage fees.
Stockholders who participate in householding will continue to
receive separate Proxy Cards. If you are eligible for
householding, but you and other stockholders of record with
whom you share an address currently receive multiple copies of
Proxy Statements and Annual Reports, or if you hold stock in
more than one account and wish to receive only a single copy of
the Proxy Statement or Annual Report for your household,
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6.
please contact ADP Householding Department, in writing, at 51
Mercedes Way, Edgewood, New York 11717, or by phone at
(800) 542-1061. If, at any time, you no longer wish to participate
in householding and would prefer to receive a separate Proxy
Statement and Annual Report, please notify your broker if you
are a beneficial stockholder.
COST OF PROXY
We have retained InvestorCom, Inc. to solicit proxies from our
SOLICITATION:
stockholders at an estimated fee of $4,000, plus expenses. This
fee does not include the costs of preparing, printing, assembling,
delivering and mailing the Proxy Statement. The Company will
pay for the cost of soliciting proxies. Some of our directors,
officers and employees may also solicit proxies personally,
without any additional compensation, by telephone or mail.
Proxy materials also will be furnished without cost to brokers
and other nominees to forward to the beneficial owners of shares
held in their names.
PLEASE VOTE -- YOUR VOTE IS IMPORTANT
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7.
MERGER WITH VARCO
On March 11, 2005, National-Oilwell, Inc., a Delaware corporation (“National Oilwell”) held a
special meeting of stockholders to approve the merger of Varco International, Inc., a Delaware
corporation (“Varco”) with and into National Oilwell, with National Oilwell being the surviving
corporation (the “Merger”). National Oilwell then changed its name to National Oilwell Varco,
Inc. (“National Oilwell Varco” or the “Company”), pursuant to the Amended and Restated
Agreement and Plan of Merger, effective as of August 11, 2004 (the “Merger Agreement”). At
completion of the Merger, National Oilwell stockholders owned approximately 51% of the
Company and Varco stockholders owned approximately 49% of the Company.
In accordance with the Merger Agreement, five former Varco directors joined the National
Oilwell Varco Board when the merger closed on March 11, 2005: John F. Lauletta, Greg L.
Armstrong, Eric L. Mattson, Jeffery A. Smisek, and James D. Woods. Our other current
directors who were previously elected by stockholders of National Oilwell are: Merrill A. Miller,
Jr., Robert E. Beauchamp, Ben A. Guill, David D. Harrison and Roger L. Jarvis.
Unless we note otherwise, information about National Oilwell Varco in this proxy statement
generally refers to National Oilwell for any time before the merger.
ELECTION OF DIRECTORS
PROPOSAL NO. 1 ON THE PROXY CARD
The Board of Directors of National Oilwell Varco is divided into three classes, each class serving
a term of three years. Directors whose terms expire this year include John F. Lauletta, Robert E.
Beauchamp, and James D. Woods.
On May 18, 2005, Mr. Lauletta, our Chairman of the Board, informed the Board of his intention
not to stand for re-election at the Annual Meeting. Upon Mr. Lauletta’s resignation, Merrill A.
Miller, Jr., our President and Chief Executive Officer, will succeed Mr. Lauletta as Chairman of
the Board. The size of the Board is currently set at ten members. Upon Mr. Lauletta’s
resignation, which will create a vacancy in the Board, the Board will reduce the size of the Board
to nine members. The Company’s Amended and Restated Certificate of Incorporation provides
that any decrease in the number of directors shall be apportioned among the classes as equally as
possible.
Robert E. Beauchamp, Jeffery A. Smisek and James D. Woods are nominees for directors for a
three-year term expiring at the Annual Meeting in 2008, or when their successors are elected and
qualified. Upon his election to the class of directors whose terms expire in 2008, Mr. Smisek will
resign from the class of directors whose terms expire in 2007, equally apportioning the classes of
directors. The Company believes each of the nominees will be able to serve if elected. However,
if any nominee is unable to serve, the remaining members of the Board have authority to
nominate another person, elect a substitute, or reduce the size of the Board. Directors whose
terms expire in 2006 and 2007, other than Mr. Smisek, will continue to serve in accordance with
their prior election or appointment. Proxies cannot be voted for a greater number of persons than
the number of nominees named.
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8.
Vote Required for Approval
Directors are to be elected by a plurality of the votes cast at the meeting. This means that the three
nominees receiving the greatest number of votes will be elected. In accordance with New York
Stock Exchange rules, a proposal to elect directors is considered to be a “discretionary” item.
This means that brokerage firms may vote in their discretion on this matter on behalf of beneficial
owners who have not furnished voting instructions within the time period specified in the voting
instructions submitted by such brokerage firms. Votes withheld for any Director will not be
counted. Your shares will be voted as you specify on your proxy. If your properly executed
proxy does not specify how you want your shares voted, we will vote them for the election of the
three nominees listed below.
Information Regarding Nominees for Director for Terms Expiring in 2008:
Expiration Year
Date of First
Current Became
Name Age Term Biography Director
Robert E. Beauchamp 45 2005 Mr. Beauchamp has been a Director of the Company 2002
since August 2002. Since 1988, he has served in
various capacities at BMC Software, Inc., a leading
provider of enterprise management solutions, most
recently as President and Chief Executive Officer
and as a director. During his sixteen years with
BMC, he also served as senior vice president of
research & development, vice president of strategic
marketing and corporate development, and director
of strategic marketing.
Jeffery A. Smisek (1) 50 2007 Mr. Smisek has been a Director of the Company 2005
since March 2005. Mr. Smisek served as a Director
of Varco (and its predecessor, Tuboscope Inc.) since
February 1998. Since December 30, 2004,
Mr. Smisek has served as President and a director of
Continental Airlines, Inc. Mr. Smisek previously
served Continental Airlines, Inc. as: Executive Vice
President from March 2003 until December 2004;
Executive Vice President — Corporate from May
2001 until March 2003; and Executive Vice
President, General Counsel and Secretary from
November 1996 to May 2001.
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9.
Expiration Year
Date of First
Current Became
Name Age Term Biography Director
James D. Woods 73 2005 Mr. Woods has been a Director of the Company 2005
since March 2005. Mr. Woods served as a Director
of Varco since May 2000, and from 1988 until May
2000 he served as a director of a company acquired
by Varco. Mr. Woods is the Chairman Emeritus and
retired Chief Executive Officer of Baker Hughes
Incorporated. Mr. Woods was Chief Executive
Officer of Baker Hughes from April 1987, and
Chairman from January 1989, in each case until
January 1997. Mr. Woods is also a director of ESCO
Technologies, an NYSE-listed supplier of
engineered filtration precuts to the process,
healthcare and transportation markets; Foster
Wheeler Ltd., an OTC-traded holding company of
various subsidiaries which provides a broad range of
engineering, design, construction and environmental
services; OMI Corporation, an NYSE-listed bulk
shipping company providing seaborne transportation
services primarily of crude oil and refined petroleum
products; and USEC Inc., an NYSE-listed supplier
of enriched uranium.
___________________
(1) Upon his election to the class of directors whose terms expire in 2008, Mr. Smisek will resign from the
class of directors whose terms expire in 2007, equally apportioning the classes of directors.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF
THE ELECTION OF THE THREE NOMINEES FOR DIRECTOR.
Information Regarding Continuing Directors:
Expiration Year
Date of First
Current Became
Name Age Term Biography Director
Merrill A. Miller, Jr. 54 2006 Mr. Miller has been a Director of the Company since 2001
May 2001. He served as Chairman of the Board
from May 2002 through March 11, 2005. He served
as the Company’s Chief Operating Officer from
November 2000 through March 11, 2005. He has
served as President since November 2000 and as
Chief Executive Officer since May 2001. He has
served in various senior executive positions with
National Oilwell since February 1996.
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10.
Expiration Year
Date of First
Current Became
Name Age Term Biography Director
Greg L. Armstrong 46 2006 Mr. Armstrong has been a Director of the Company 2005
since March 2005. Mr. Armstrong served as a
Director of Varco from May 20, 2004 until March
11, 2005. Since 1998, he has been the Chairman of
the Board and Chief Executive Officer of Plains All
American GP LLC, the general partner and
controlling entity of Plains All American Pipeline,
L.P., a publicly traded master limited partnership
engaged in the business of marketing, gathering,
transporting, terminalling and storing crude oil.
Mr. Armstrong also serves as a director of the
Independent Petroleum Association of America
Southwest Texas Region and is a member of the
National Petroleum Council.
Ben A. Guill 54 2007 Mr. Guill has been a Director of the Company since 1999
1999. He is President of First Reserve Corporation, a
corporate manager of private investments focusing
on the energy and energy-related sectors, which he
joined in September 1998. Mr. Guill serves as a
director of Dresser, Inc., a leader in the design,
manufacture and marketing of highly engineered
equipment and services for the energy industry, and
T-3 Energy Services, Inc., a consolidator of high-
end equipment repair and specialty machining
operations focused in the Gulf of Mexico.
David D. Harrison 57 2006 Mr. Harrison has been a Director of the Company 2003
since August 2003. Since February 2000, he has
served as Executive Vice President and Chief
Financial Officer of Pentair, Inc., a diversified
manufacturer in water technologies and enclosures
businesses. From September 1999 through February
2000, Mr. Harrison was Executive Vice President
and Chief Financial Officer of the Scotts Company,
a lawn and garden products company. He was
Executive Vice President and Chief Financial
Officer and a Director of Coltec Industries, a
company in the industrial and aerospace arena from
1996 to 1999. He also served as Executive Vice
President and Chief Financial Officer of Pentair, Inc.
from 1994 to 1996. From 1972 through 1994, Mr.
Harrison held various international and domestic
finance positions with a combination of General
Electric and Borg-Warner Chemicals.
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11.
Expiration Year
Date of First
Current Became
Name Age Term Biography Director
Roger L. Jarvis 51 2007 Mr. Jarvis has been a Director of the Company since 2002
February 2002. He has served as President, Chief
Executive Officer and Director of Spinnaker
Exploration Company, a natural gas and oil
exploration and production company, since 1996
and as its Chairman of the Board since 1998.
Mr. Jarvis also serves as a director of The Bill Barret
Corporation, a company engaged in the acquisition,
exploitation and exploration of oil and gas properties
in the Rocky Mountains.
Eric L. Mattson 53 2007 Mr. Mattson has been a Director of the Company 2005
since March 2005. Mr. Mattson served as a Director
of Varco (and its predecessor, Tuboscope Inc.) since
January 1994. Since November 2003, Mr. Mattson
has been Senior Vice President and Chief Financial
Officer of VeriCenter, Inc., a private provider of
managed hosting services. From November 2002
until October 2003, Mr. Mattson worked as an
independent consultant. Mr. Mattson was the Chief
Financial Officer of Netrail, Inc., a private Internet
backbone and broadband service provider, from
September 1999 until November 2002. Netrail filed
for Chapter 11 Bankruptcy protection in the
Northern Georgia district of the United States
Bankruptcy Court in July 2001. In November 2002,
the Bankruptcy Court approved Netrail’s plan of
liquidation and appointed a Trustee to effect the
plan. At that time, Mr. Mattson ceased to be the
Chief Financial Officer of Netrail. From July 1993
until May 1999, Mr. Mattson served as Senior Vice
President and Chief Financial Officer of Baker
Hughes Incorporated, a provider of products and
services to the oil, gas and process industries.
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12.
COMMITTEES AND MEETINGS OF THE BOARD
Committees
The Board of Directors had the following standing committees: Audit, Compensation, and
Nominating/Corporate Governance.
Number of Meetings Held in 2004
Board of Directors 5
Audit Committee 7
Compensation Committee 1
Nominating/Corporate Governance Committee 2
Attendance at Meetings
Each incumbent director attended at least 75% of the meetings of the Board and committees of
which that director was a member.
Board Compensation
Members of the Company’s Board of Directors who are not full-time employees of the Company
receive the following cash compensation:
• For service on the Board of Directors – an annual retainer of $45,000, paid quarterly;
• For service as chairman of the audit committee of the Board of Directors – an annual
retainer of $15,000, paid quarterly;
• For service as chairman of each of the compensation committee and the
nominating/corporate governance committee of the Board of Directors – an annual
retainer of $10,000, paid quarterly;
• For service as a member of the audit committee of the Board of Directors – an annual
retainer of $7,500, paid quarterly;
• For service as a member of each of the compensation committee and the
nominating/corporate governance committee of the Board of Directors – an annual
retainer of $5,000, paid quarterly; and
• $1,500 for each Board meeting and each committee meeting attended.
Directors of the Board who are also employees of the Company do not receive any compensation
for their service as directors.
Members of the Board are also eligible to receive awards, including restricted stock, performance
awards, phantom shares, stock payments, or SARs under the National Oilwell Varco Long-Term
Incentive Plan.
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13.
On May 18, 2005, the Board approved the grant of 7,500 options to each non-employee director
under the National Oilwell Varco Long-Term Incentive Plan. The exercise price of the options is
$41.63 per share, which was the fair market value of one share of the Company’s common stock
on the date of grant. The options have a term of ten years from the date of grant and vest in three
equal annual installments beginning on the first anniversary of the date of the grant.
In connection with the Merger, all outstanding options under the Amended and Restated Stock
Award and Long-Term Incentive Stock Plan granted to non-employee directors who continued
service through the effective time of the Merger but were not designated to serve on the board of
National Oilwell Varco upon the closing of the Merger became fully exercisable and remained
exercisable for a period of three months following the effective date of the Merger.
Audit Committee
Messrs. Harrison (Chairman), Armstrong, Guill and Mattson are the current members of the
Audit Committee. All members of this committee are “independent” within the meaning of the
rules governing audit committees by the New York Stock Exchange.
The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its
oversight responsibilities. The Committee’s primary duties and responsibilities are to:
Monitor the integrity of the Company’s financial statements, financial reporting
processes, systems of internal controls regarding finance, accounting and legal
compliance and disclosure controls and procedures.
Select and appoint the Company’s independent auditors, pre-approve all audit and non-
audit services to be provided, consistent with all applicable laws, to the Company by the
Company’s independent auditors, and establish the fees and other compensation to be
paid to the independent auditors.
Monitor the independence and performance of the Company’s independent auditors and
internal auditing function.
Establish procedures for the receipt, retention, response to and treatment of complaints,
including confidential, anonymous submissions by the Company’s employees, regarding
accounting, internal controls, disclosure or auditing matters, and provide an avenue of
communication among the independent auditors, management, the internal auditing
function and the Board of Directors.
A copy of the Audit Committee Charter, which was included as Appendix II to the Proxy
Statement for the 2003 Annual Meeting of Stockholders, is available on the Company’s website,
www.natoil.com, under the Investor Relations/Corporate Governance section.
Audit Committee Financial Expert
The Board of Directors has determined that all members of the Audit Committee meet the New
York Stock Exchange standard of having accounting or related financial management expertise
and meet the SEC’s criteria of an Audit Committee Financial Expert.
Compensation Committee
Messrs. Woods (Chairman), Beauchamp, Guill and Smisek are the current members of the
Compensation Committee. All members of the Compensation Committee are independent as
defined by the applicable New York Stock Exchange listing standards.
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14.
The Compensation Committee is appointed by the Board of Directors to assist the Board in
fulfilling its oversight responsibilities. The Committee’s primary duties and responsibilities are
to:
Discharge the Board’s responsibilities relating to compensation of the Company’s directors
and executive officers.
Approve and evaluate all compensation of directors and executive officers, including
salaries, bonuses, and compensation plans, policies and programs of the Company.
Administer all plans of the Company under which shares of common stock may be
acquired by directors or executive officers of the Company.
A copy of the Compensation Committee Charter, which was included as Appendix III to the
Proxy Statement for the 2003 Annual Meeting of Stockholders, is available on the Company’s
website, www.natoil.com, under the Investor Relations/Corporate Governance section.
Compensation Committee Interlocks and Insider Participation. During 2004, Messrs. Guill,
Beauchamp and Jarvis served on the Compensation Committee. None of these members is a
former or current officer or employee of the Company or any of its subsidiaries, is involved in a
relationship requiring disclosure as an interlocking executive officer/director, or had any
relationship requiring disclosure under Item 404 of Regulation S-K.
Nominating/Corporate Governance Committee
Messrs. Beauchamp (Chairman), Jarvis, Smisek and Woods are the current members of the
Nominating/Corporate Governance Committee. All members of the Nominating/Corporate
Governance Committee are independent as defined by the applicable New York Stock Exchange
listing standards.
The Nominating/Corporate Governance Committee is appointed by the Board of Directors to
assist the Board in fulfilling its oversight responsibilities. The Committee’s primary duties and
responsibilities are to:
Ensure that the Board and its committees are appropriately constituted so that the Board
and directors may effectively meet their fiduciary obligations to stockholders and the
Company.
Identify individuals qualified to become Board members and recommend to the Board the
director nominees for the next annual meeting of stockholders and candidates to fill
vacancies in the Board.
Recommend to the Board annually the directors to be appointed to Board committees.
Monitor, review, and recommend when necessary, any changes to the Corporate
Governance Guidelines.
Monitor and evaluate annually how effectively the Board and the Company have
implemented the policies and principles of the Corporate Governance Guidelines.
A copy of the Nominating/Corporate Governance Committee Charter, which was included as
Appendix IV to the Proxy Statement for the 2003 Annual Meeting of Stockholders, is available
on the Company’s website, www.natoil.com, under the Investor Relations/Corporate Governance
section.
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15.
Director Nominees
The Nominating/Corporate Governance Committee has the responsibility of identifying
candidates for election as directors; reviewing background information relating to candidates for
director; and recommending to the Board of Directors nominees for directors to be submitted to
stockholders for election. It is the policy of the committee to consider director candidates
recommended by stockholders. Nominees to be evaluated by the Nominating/Corporate
Governance Committee are selected by the committee from candidates recommended by multiple
sources, including other directors, management, stockholders, and candidates identified by
independent search firms (which firms may be paid by the Company for their services), all of
whom will be evaluated based on the same criteria. As of June 8, 2005, we had not received any
recommendations from stockholders for potential director candidates. All of the current
nominees for director are standing members of the Board that are proposed by the entire Board
for re-election. Written suggestions for nominees should be sent to the Secretary of the Company
at the address listed below.
The Board of Directors believes that nominees should reflect the following characteristics:
Have a reputation for integrity, honesty, candor, fairness and discretion.
Be knowledgeable, or willing to become so quickly, in the critical aspects of the
Company’s businesses and operations.
Be experienced and skillful in serving as a competent overseer of, and trusted advisor to,
the senior management of at least one substantial enterprise.
Have a range of talent, skill and expertise sufficient to provide sound and prudent
guidance with respect to the full scope of the Company’s operations and interests.
Any stockholder of record who is entitled to vote for the election of directors may nominate
persons for election as directors if timely written notice in proper form of the intent to make a
nomination at the Annual Meeting is received by the Company at National Oilwell Varco, Inc.,
10000 Richmond Avenue – 6th Floor, Houston, TX 77042, Attention: M. Gay Mather, Secretary.
The notice must be received no later than June 27, 2005 – 10 days after the first public notice of
the Annual Meeting is first sent to stockholders. To be in proper form, the notice must contain
prescribed information about the proponent and each nominee, including such information about
each nominee as would have been required to be included in a proxy statement filed pursuant to
the rules of the SEC had such nominee been nominated by the Board of Directors.
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16.
AUDIT COMMITTEE REPORT
The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter
adopted by the Board of Directors, include providing oversight to the Company’s financial
reporting process through periodic combined and separate meetings with the Company’s
independent auditors and management to review accounting, auditing, internal controls and
financial reporting matters. The management of the Company is responsible for the preparation
and integrity of the financial reporting information and related systems of internal controls. The
Audit Committee, in carrying out its role, relies on the Company’s senior management, including
senior financial management, and its independent auditors.
We have reviewed and discussed with senior management the audited financial statements
included in the Company’s Annual Report on Form 10-K. Management has confirmed to us that
such financial statements have been prepared with integrity and objectivity and in conformity
with generally accepted accounting principles.
We have discussed with Ernst & Young LLP, the Company’s independent auditors, the matters
required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU Sec.
380), as may be modified or supplemented. SAS 61 requires independent auditors to
communicate certain matters related to the conduct of an audit to those who have responsibility
for oversight of the financial reporting process, specifically the audit committee. Among the
matters to be communicated to the audit committee are: (1) methods used to account for
significant unusual transactions; (2) the effect of significant accounting policies in controversial
or emerging areas for which there is a lack of authoritative guidance or consensus; (3) the process
used by management in formulating particularly sensitive accounting estimates and the basis for
the auditor's conclusions regarding the reasonableness of those estimates; and (4) disagreements
with management over the application of accounting principles, the basis for management's
accounting estimates, and the disclosures in the financial statements.
We have received from Ernst & Young a letter providing the disclosures required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) with respect to any relationships between Ernst & Young LLP and the Company.
Ernst & Young LLP has discussed its independence with us, and has confirmed in such letter that,
in its professional judgment, it is independent of the Company within the meaning of the federal
securities laws.
Based on the review of the financial statements, the discussion with Ernst & Young regarding
SAS 61, Independence Standards Board Standard No. 1, and receipt from them of the required
written disclosures, the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Company’s 2004 Annual Report on Form 10-K.
Notwithstanding the foregoing, our charter clarifies that it is not our duty to conduct audits or to
determine that the Company's financial statements are complete and accurate and are in
accordance with generally accepted accounting principles. Management is responsible for the
Company’s financial reporting process, including its system of internal controls, and for the
preparation of financial statements in accordance with GAAP. Management is also responsible
for assuring compliance with laws and regulations and the Company's corporate policies, subject
to our oversight in the areas covered by our charter. The independent auditors are responsible for
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17.
expressing opinions on those financial statements and on management’s assessment and on the
effectiveness of the Company’s internal control over financial reporting.
We are not employees of the Company or accountants or auditors by profession or experts in the
fields of accounting or auditing. We rely, and are entitled to rely, on management’s representation
that the financial statements have been prepared with integrity and objectivity and in conformity
with GAAP and on the representations of the independent auditors included in their report on the
Company’s financial statements.
The Committee’s oversight does not provide it with an independent basis to determine that
management has maintained appropriate accounting and financial reporting principles or policies,
or appropriate internal controls and procedures designed to assure compliance with GAAP and
applicable laws and regulations. Furthermore, our considerations and discussions with
management and the independent auditors do not assure that the Company’s financial statements
are presented in accordance with GAAP or that the audit of the Company’s financial statements
has been carried out in accordance with GAAP.
Members of the Audit Committee
David D. Harrison, Committee Chairman
Greg L. Armstrong
Ben A. Guill
Eric L. Mattson
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18.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
PROPOSAL NO. 2 ON THE PROXY CARD
Information Regarding our Independent Auditors
The Audit Committee of the Board of Directors has reappointed Ernst & Young LLP as
independent auditors for 2005. Stockholders are being asked to vote upon the ratification of the
appointment. Representatives of Ernst & Young will attend the Annual Meeting, where they will
be available to respond to appropriate questions and have the opportunity to make a statement if
they desire.
Vote Required for Approval
The proposal to ratify the appointment of Ernst & Young LLP as independent auditors will
require approval by a majority of the votes cast on the meeting. In accordance with New York
Stock Exchange rules, a proposal to ratify independent auditors is considered to be a
“discretionary” item. This means that brokerage firms may vote in their discretion on this matter
on behalf of beneficial owners who have not furnished voting instructions within the time period
specified in the voting instructions submitted by such brokerage firms. Abstentions, which will
be counted as votes present for the purpose of determining a quorum, will have the effect of a
vote against the proposal. Your shares will be voted as you specify on your proxy. If your
properly executed proxy does not specify how you want your shares voted, we will vote them for
the election of the three nominees listed below.
Audit Fees
The Audit Committee pre-approves all services provided by the Company’s independent auditors
to the Company and its subsidiaries. Consideration and approval of such services generally
occurs in the regularly scheduled quarterly meetings of the Audit Committee. The Audit
Committee has delegated the Chairman of the Audit Committee to pre-approve allowed non-audit
services, subject to review by the full committee at the next regularly scheduled meeting. The
Audit Committee has considered whether the provision of all services other than those rendered
for the audit of the Company’s financial statements is compatible with maintaining Ernst &
Young’s independence and has concluded that their independence is not compromised.
The following table sets forth Ernst & Young LLP’s fees for services rendered during 2003 and
2004. All 2004 services provided by Ernst & Young LLP were pre-approved by the Audit
Committee.
2004 2003
(in thousands)
Audit Fees $ 2,436 $ 1,162
(1)
Audit Related Fees 182 64
(2)
Tax Fees 603 1,209
All Other Fees - -
Total $ 3,221 $ 2,435
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19.
(1)
Consists primarily of fees for employee benefit plans, due diligence related to acquisition
transactions, and accounting consultations.
(2)
Consists primarily of fees for compliance, planning and advice with respect to various domestic
and foreign corporate tax matters.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF
THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP.
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20.
CORPORATE GOVERNANCE
National Oilwell Varco’s Board of Directors is committed to promoting transparency in reporting
information about the Company, complying with the spirit as well as the literal requirements of
applicable laws, rules and regulations, and corporate behavior that conforms to corporate
governance standards that substantially exceed the consensus view of minimum acceptable
corporate governance standards. The Board of Directors adopted Corporate Governance
Guidelines which establish provisions for the Board’s composition and function, Board
committees and committee membership, evaluation of director independence, the roles of the
Chairman of the Board, the Chief Executive Officer and the Lead Director, the evaluation of the
Chief Executive Officer, regular meetings of non-management directors, board conduct and
review, selection and orientation of directors, director compensation, access to management and
independent advisors, and annual review of the Guidelines. A copy of the Guidelines, which was
included as Appendix I to the Proxy Statement for the 2003 Annual Meeting of Stockholders, is
available on the Company’s website, www.natoil.com, under the Investor Relations/Corporate
Governance section.
Director Independence
The Corporate Governance Guidelines address, among other things, standards for evaluating the
independence of the Company’s directors. The Board undertakes an annual review of director
independence and considers transactions and relationships during the prior year between each
director or any member of his or her immediate family and the Company and its affiliates,
including those reported under “Certain Relationships and Related Transactions” in this proxy
statement. In May 2005, as a result of this annual review, the Board affirmatively determined
that a majority of the members of the Board of Directors are independent of the Company and its
management under the standards set forth in the Corporate Governance Guidelines. The
following directors were affirmed as independent: Greg L. Armstrong, Robert E. Beauchamp,
Ben A. Guill, David D. Harrison, Roger L. Jarvis, Eric L. Mattson, Jeffery A. Smisek, and James
D. Woods.
Lead Director
The non-management members of the Board of Directors have appointed Robert E. Beauchamp
as Lead Director. The Lead Director is responsible for developing the agenda for, and presiding
over the executive sessions of, the Board’s non-management directors, and for acting as principal
liaison between the non-management directors and the chief executive officer on matters dealt
with in executive session.
Policies on Business Ethics and Conduct
The Company has a long-standing Business Ethics Policy. In April 2003, the Board adopted the
Code of Business Conduct and Ethics For Members of the Board of Directors and Executive
Officers and the Code of Ethics for Senior Financial Officers. These codes are designed to focus
the Board and management on areas of ethical risk, provide guidance to personnel to help them
recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help
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21.
to foster a culture of honesty and accountability. As set forth in the Corporate Governance
Guidelines, the Board may not waive the application of the Company’s policies on business
ethics and conduct for any Director or Executive Officer. Copies of the Code of Business
Conduct and Ethics For Members of the Board of Directors and Executive Officers and the Code
of Ethics for Senior Financial Officers which were included as Appendixes V and VI to the Proxy
Statement for the 2003 Annual Meeting of Stockholders, are available on the Company’s website,
www.natoil.com, under the Investor Relations/Corporate Governance section.
Communications with Directors
The Board has provided a process for interested parties to communicate with our non-
management directors. Parties wishing to communicate confidentially with our non-management
directors may do so by calling 1-800-372-3956. This procedure is described on the Company’s
website, www.natoil.com, in the Investor Relations/Corporation Governance section. Calls to
this number will be answered by an independent, automated system 24 hours a day, 365 days a
year. A transcript of the call will be delivered to a member of the Audit Committee. Parties
wishing to send written communications to the Board, other than sales-related communications,
should send a letter addressed to the member or members of the Board to whom the
communication is directed, care of the Secretary, National Oilwell Varco, Inc., 10000 Richmond
Avenue, Houston, Texas, 77042. All such communications will be forwarded to the Board
member or members specified.
Director Attendance at Annual Meetings
The Company does not have a formal policy with respect to director attendance at annual
stockholder meetings. In 2004, all members of the Board were in attendance at the annual
meeting.
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22.
EXECUTIVE OFFICERS
The following persons are our current executive officers. The executive officers of the Company
serve at the pleasure of the Board of Directors and are subject to annual appointment by the
Board of Directors. None of the executive officers, directors, or nominees for director has any
family relationships with each other.
Name Age Position Biography
John F. Lauletta (1) 60 Chairman of the Board Mr. Lauletta has been a Director of the
Company since March 2005. Until the
effective time of the Merger, Mr. Lauletta
served as Varco’s Chief Executive Officer
since January 1, 2003, Varco’s Chairman of
the Board since May 2003 and served on
Varco’s board of directors since April 1996.
From April 1996 until May 2003,
Mr. Lauletta served as Varco’s President.
From May 2000 until January 2003,
Mr. Lauletta was Varco’s Chief Operating
Officer, and from April 1996 until May
2000, he was Varco’s Chief Executive
Officer. All references to Varco include
references to its predecessor corporation
Tuboscope Inc. Mr. Lauletta will resign as
Chairman at the Annual Meeting.
Merrill A. Miller, Jr. 54 President and Chief Executive Mr. Miller has served as the Company’s
Officer President since November 2000 and as Chief
Executive Officer since May 2001. Mr.
Miller served as Chairman of the Board
from May 2002 through March 11, 2005.
He served as the Company’s Chief
Operating Officer from November 2000
through March 11, 2005. He has served in
various senior executive positions with
National Oilwell since February 1996. Mr.
Miller will succeed Mr. Lauletta as
Chairman.
Robert Blanchard 44 Vice President, Corporate Mr. Blanchard has served as the Company’s
Controller and Chief Accounting Vice President, Corporate Controller and
Officer Chief Accounting Officer since May, 2005.
Mr. Blanchard as Controller of Varco from
1999 and as its Vice President from 2002
until the Merger.
Kenneth L. Nibling 54 Vice President – Human Mr. Nibling has served as the Company’s
Resources Vice President – Human Resources since
March 2005. He served as Varco’s Vice
President-Human Resources and
Administration from December 1991 until
the Merger.
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23.
Name Age Position Biography
Kevin Neveu 44 President – Rig Technology Mr. Neveu has served as President – Rig
Technology since March 2005. He served
as President of National Oilwell’s Rig
Solutions – Western Hemisphere from May
2003 to March 2005 and as President of our
Downhole Tools Group from June 2000 to
May 2003, and from 1999 to 2000 as Vice
President and Managing Director of
Downhole Tools.
Mr. Reese has served as President –
Mark Reese 46 President – Expendable Products
Expendable Products since January
2004. He served as President of the
Company’s Mission Products Group
from August 2000 to January 2004.
From May 1997 to August 2000 he was
Vice President of Operations for the
Company’s Distribution Services
Group.
Mr. Rettig has served as the Company’s
Dwight W. Rettig 44 Vice President and General
Counsel Vice President and General Counsel
since February 1999, and from February
1998 to February 1999 as General
Counsel of the Company’s Distribution
Services Group.
Haynes B. Smith, III 54 President – Services Mr. Smith has served as President – Services
since March 2005. From May 2000 until the
Merger, Mr. Smith served as President-
Varco Services Group. From July 1996 to
May 2000, he was Varco’s Vice President-
Western Hemisphere Operations.
Clay C. Williams 42 Senior Vice President and Chief Mr. Williams has served as the Company’s
Financial Officer Senior Vice President and Chief Financial
Officer since March 2005. He served as
Varco’s Vice President and Chief Financial
Officer from January 2003 to March 11,
2005. From May 2002 until January 2003,
Mr. Williams served as Varco’s Vice
President Finance and Corporate
Development. From February 2001 until
May 2002, and from February 1997 until
February 2000, he served as Varco’s Vice
President—Corporate Development.
__________
(1) Mr. Lauletta has resigned as Chairman of the Board effective the date of the 2005 Annual
Meeting.
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24.
STOCK OWNERSHIP
Security Ownership of Certain Beneficial Owners
Based on information filed with the SEC as of the most recent practicable date, this table shows the
number and percentage of shares beneficially owned by owners of more than five percent of the
outstanding shares of the stock of National Oilwell at December 31, 2004. The number and
percentage of shares beneficially owned is based on 85,995,266 shares outstanding as of December
31, 2004. The Company does not have any information available to it at this time regarding shares
beneficially owned by owners of more than five percent of the outstanding shares of the stock of
National Oilwell Varco after the Merger.
No. of Percent
5% Owners Shares of Class
FMR Corp.(1)(2) 12,892,572 14.99%
82 Devonshire Street
Boston, MA 02109
First Pacific Advisors, Inc.(3) 6,087,400 7.08%
11400 West Olympic Boulevard – Suite 1200
Los Angeles, CA 90064
Neuberger Berman Inc.(4) 5,878,541 6.84%
Neuberger Berman, LLC
605 Third Avenue
New York, NY 10158-3698
Fred Alger Management, Inc.(5) 4,818,131 5.60%
Fred M. Alger III
111 Fifth Avenue
New York, NY 10003
(1)
Shares owned at December 31, 2004, as reflected in Amendment No. 6 to Schedule 13G filed
with the SEC on February 15, 2005. Fidelity Management & Research Company (quot;Fidelityquot;), a
wholly-owned subsidiary of FMR Corp. (“FMR”) is the beneficial owner of 12,095,297 shares as
a result of acting as investment adviser to various investment companies (the “Funds”). Edward
C. Johnson 3d, Chairman of FMR, FMR Corp., through its control of Fidelity, and the Funds each
has sole power to dispose of the 12,095,297 shares owned by the Funds. Neither FMR nor
Edward C. Johnson 3d has the sole power to vote or direct the voting of the shares owned directly
by the Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the
voting of the shares under written guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company (“FMTC”), a wholly-owned subsidiary of FMR, is the
beneficial owner of 773,475 shares as a result of its serving as investment manager of the
institutional account(s). Edward C. Johnson 3d and FMR, through its control of FMTC, each has
sole dispositive power over 773,475 shares and sole power to vote or to direct the voting of
773,475 shares owned by the institutional account(s). Members of the Edward C. Johnson 3d
family are the predominant owners of Class B shares of common stock of FMR, representing
approximately 49% of the voting power of FMR. Mr. Johnson 3d owns 12.0% and Abigail
Johnson, a Director of FMR, owns 24.5% of the aggregate outstanding voting stock of FMR. Mr.
Johnson 3d is Chairman of FMR and Abigail P. Johnson is a Director of FMR. The Johnson
family group and all other Class B Shareholders have entered into a shareholders’ voting
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25.
agreement under which all Class B shares will be voted in accordance with the majority vote of
Class B Shares. Accordingly, through their ownership of voting common stock and the execution
of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to FMR. Fidelity
International Limited and various foreign-based subsidiaries provide investment advisory and
management services to a number of non-U.S. investment companies (the quot;International Fundsquot;)
and certain institutional investors. Fidelity International Limited is the beneficial owner of 23,800
shares.
(2)
On February 14, 2005, FMR Corp. filed a Schedule 13G/A with the SEC disclosing beneficial
ownership of 14,670,104 shares of Varco common stock. In connection with the Merger on
March 11, 2005, each share of Varco common stock was exchanged for .8363 share of the
Company common stock. As of March 31, 2005, there were 172,257,132 shares of the
Company’s common stock outstanding.
(3)
Shares owned at December 31, 2004, as reflected in Amendment Number 1 to Schedule 13G filed
with the SEC on February 11, 2005. According to the filing, First Pacific Advisors, Inc. has sole
voting and dispositive power with respect to none of the shares, shared voting power with respect to
2,311,000 of these shares and shared dispositive power with respect to all of these shares.
(4)
Shares owned at December 31, 2004, as reflected in Amendment No. 2 to Schedule 13G filed
with the SEC on February 15, 2005. According to the filing, Neuberger Berman, Inc. and
Neuberger Berman, LLC. have sole voting power with respect to 80,872 of these shares, shared
voting power with respect to 4,634,829 of these shares, sole dispositive power with respect to none
of these shares and shared dispositive power with respect to all of these shares.
(5)
Shares owned at December 31, 2004 as reflected in Schedule 13G filed with the SEC on February
11, 2005. According to the filing, Fred Alger Management, Inc. and Fred M. Alger III have sole
voting and dispositive power with respect to all of these shares and shared voting and dispositive
power with respect to none of these shares.
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26.
Security Ownership of Management
This table shows the number and percentage of shares of the Company’s stock beneficially owned
as of June 8, 2005 by each of our current directors and executive officers and by all current directors
and executive officers as a group. The number and percentage of shares beneficially owned is
based on 172,678,564 shares outstanding as of June 8, 2005. Beneficial ownership includes any
shares as to which the director or executive officers has the right to acquire within 60 days of June
8, 2005 through the exercise of any stock option warrant or other right. Each stockholder has sole
voting and investment power, or shares these powers with his spouse, with respect to the shares
beneficially owned.
Shares Beneficially Owned
Outstanding
Options
Exercisable
Number of
Common Within 60 Percent
Shares(1) Days of Class*
Name of Individual
Greg L. Armstrong…………………………………………….. 1,672 0 *
Robert E. Beauchamp…………………………………………. 1,250 5,000 *
Robert Blanchard……………………………………………… 1,069 6,942 *
Ben A. Guill…………………………………………………… 11,157 21,870 *
David D. Harrison……………………………………………... 2,000 5,000 *
Roger L. Jarvis………………………………………………… 0 12,500 *
John F. Lauletta……………………………………………….. 5,890 111,812 *
Eric L. Mattson………………………………………………... 8,410 24,250 *
Merrill A. Miller, Jr....………………………………………… 164,339 33,333 *
Kevin A. Neveu……………………………………………….. 0 0 *
Kenneth L. Nibling……………………………………………. 2,607 15,193 *
Mark A. Reese………………………………………………… 1,485 0 *
Dwight W. Rettig……………………………………………… 0 0 *
Jeffery A. Smisek……………………………………………… 6,278 20,905 *
Haynes B. Smith………………………………………………. 21,387 36,185 *
Clay C. Williams……………………………………………… 20,023 87,725 *
James D. Woods………………………………………………. 4,878 0 *
All current directors and executive officers as a group
(17 persons)…………………………………………………… 252,445 380,715 *
*Less than 1 percent.
(1)
Includes shares deemed held by executive officers and directors in the Company’s 401(k) plans and
deferred compensation plans.
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29.
The Company made no awards during 2004 under any Long-Term Incentive Plan, nor did the
Company at December 31, 2004 have any defined benefit or actuarial plans under which benefits
are determined primarily by final compensation and years of service. However, the Company has
assumed defined benefit plans in connection with prior acquisitions but none of our named
executive officers as of December 31, 2004 was eligible to participate in these plans.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
The Company entered into employment agreements on January 1, 2002 with Messrs. Miller and
Krablin. Under the employment agreements, Messrs. Miller and Krablin are provided base
salaries, currently set at $600,000 and $400,000, respectively. The employment agreements also
entitle them to receive an annual bonus and to participate in the Company’s incentive, savings
and retirement plans. The agreements each have a term of three years and are automatically
extended on an annual basis. The agreements provide for a base salary, participation in employee
incentive plans, and employee benefits as generally provided to all employees. In addition, the
agreements contain certain termination provisions. If the employment relationship is terminated
by the Company for any reason other than (i) voluntary termination; (ii) termination for cause (as
defined); (iii) death; or (iv) long-term disability; or if the employment relationship is terminated
by the employee for Good Reason, the employee is entitled to receive three times the sum of his
current base salary plus the highest annual bonus received by the employee over the preceding
three-year period, three times the amount equal to the total of the employer matching
contributions under the Company’s Retirement and Thrift Plan and Supplemental Savings Plan,
and three years participation in the Company’s welfare and medical benefit plans. The employee
shall have the right, during the 60-day period after such termination, to elect to surrender all or
part of any stock options held by the employee at the time of termination, whether or not
exercisable, for a cash payment equal to the spread between the cost of the option and the highest
reported per share sales price during the 60-day period prior to the date of termination. Any
option not so surrendered will remain exercisable until the earlier of one year after the date of
termination or the stated expiration date of the specific option grant. Under the agreements,
termination by the employee for “Good Reason” means (i) the assignment to the employee of any
duties inconsistent with his current position or any action by the Company that results in a
diminution in the employee’s position, authority, duties or responsibilities; (ii) a failure by the
Company to comply with the terms of the agreement; or (iii) the requirement of the employee to
relocate or to travel to a substantially greater extent than required at the date of the agreement. In
addition, compensation will be “grossed up” for any excise tax imposed under Section 4999 of
the Internal Revenue Code as a result of any payment or benefit provided to Messrs. Miller or
Krablin under the employment agreements. The agreements also contain restrictions on
competitive activities and solicitation of our employees for three years following the date of
termination.
Mr. Krablin, whose employment was terminated effective April 1, 2005 in connection with the
Merger, has received $2,174,050 related to the severance payment under his employment contract
and $1,792,476 related to the value of unexercisable options that became exercisable. In addition,
Mr. Krablin will receive the above-described benefits as a result of his termination.
We entered into employment agreements on January 1, 2002 with Messrs. Neveu and Reese that
contain certain termination provisions. Under the employment agreements, Messrs. Neveu and
Reese are provided base salary, currently set at $250,000 each. The agreements have a one-year
term and are automatically extended on an annual basis. The agreements also provide for
participation in employee incentive plans, and employee benefits as generally provided to all
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30.
employees. If the employment relationship is terminated by The Company for any reason other
than (i) voluntary termination; (ii) termination for cause (as defined); (iii) death; or (iv) long-
term disability; or if the employment relationship is terminated by the employee for Good
Reason, the employee is entitled to receive the sum of his current base salary plus the highest
annual bonus he would be entitled to earn under the current year incentive plan and an amount
equal to the total of the employer matching contributions under the Company’s Retirement and
Thrift Plan and Supplemental Savings Plan, and one year’s participation in the Company’s
welfare and medical benefit plans. The agreements also contain restrictions on competitive
activities and solicitation of our employees for one year following the date of termination.
We entered into an employment agreement with Mr. Stratulate in connection with the June 28,
2000 merger between the Company and IRI International Corporation. Under the employment
agreement, Mr. Stratulate is provided a base salary currently set at $255,895. The agreement
also provides for participation in employee incentive plans, and employee benefits as generally
provided to all employees. The agreement automatically extends for one year on an annual basis.
If Mr. Stratulate’s employment is involuntarily terminated at any time without cause, he will have
the right to receive a lump sum payment of 150% of his base salary. The agreement also
contains restrictions on competitive activities and solicitation of our employees for one year
following the date of termination.
Additionally, the Company’s stock option agreements provide for full vesting of unvested
outstanding options in the event of a change of control of the Company and a change in the
optionee’s responsibilities following a change of control.
Lauletta Termination. Mr. Lauletta’s employment will terminate effective June 30, 2005.
Since his termination is within 24 months of the [Merger] and for a Good Reason, as
defined in his employment agreement, Mr. Lauletta is entitled to receive the following
severance compensation and benefits: (a) a lump sum cash payment equal to three times
the sum of his (i) base salary, (ii) his annual bonus at expected value, (iii) the annual
contributions expected under the Company’s 401(k) Plan and Deferred Compensation
Plan, (iv) the expected costs of the medical and dental benefits (based on the cost sharing
arrangement in place on the date of termination), and (v) certain automobile costs
(grossed-up for taxes); (b) a lump sum cash payment equal to the sum of (i) his annual
bonus for 2005 at the higher of its expected value or actual results during the year of
termination, which is pro-rated to his date of termination and (ii) 15% of his base salary;
(c) full vesting of all accrued benefits under the Company’s SERP (with certain enhanced
benefits), deferred compensation plan and retiree medical plan, as applicable, all
restricted stock awards, and an extended exercise period for his stock options; (d)
payment of awards earned under any intermediate or long-term bonus plan; and (e) a
parachute tax gross-up payment so that Mr. Lauletta receives the same amount after tax
that he would have received had none of these payments been subject to the 20% excise
tax applicable to “parachute payments.” The amount of the cash payments to be made to
Mr. Lauletta is estimated to be $4.0 million.
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31.
Certain Relationships and Related Transactions
We transact business with companies with which certain of our Directors are affiliated. All
transactions with these companies are on terms competitive with other third party vendors, and none
of these is material either to us or any of these companies.
Compensation Committee Report on Executive Compensation
National Oilwell Varco’s executive compensation program is administered by the Compensation
Committee of the Board of Directors. The committee establishes specific compensation levels for
the Company’s executive officers and administers the Company’s stock award plans. The
Compensation Committee’s philosophy regarding executive compensation is to design a
compensation package that will attract and retain key executives focused on the Company's
annual growth and long-term strategy. The committee’s objective is to provide compensation
packages for key executives that offer compensation opportunities in the median range of oilfield
service companies with a similar market capitalization. Data sources included industry survey
groups, national survey databases, proxy disclosures and general trend data, which are updated
annually.
Components of the executive compensation program for 2004 were base salary, participation in
the Company's annual cash incentive plan and the grant of non-qualified stock option awards.
Base Salary. Salary levels are based on factors including individual performance, level and scope
of responsibility and competitive salary levels within the industry. The Company does not give
specific weights to these factors. The committee determines median base salary levels by a
comprehensive review of information provided in proxy statements filed by oilfield service
companies with similar market capitalizations monitored in the Simmons & Company
International Oilfield Service Monthly Performance and Valuation Guide. Each executive is
reviewed individually on an annual basis. Salary adjustments are based on the individual’s
experience and background, the individual’s performance during the prior year, the general
movement of salaries in the marketplace, our financial position and the recommendations of our
chief executive officer. As a result of these factors, an executive’s base salary may be above or
below the targeted median at any point in time. Based on the Company’s positive financial
results and the criteria for the salary determinations, the Company’s named executive officers,
other than its chief executive officer, received the following salary increases: Mr. Krablin – from
$350,000 to $400,000; Mr. Neveu – from $225,000 to $250,000; and Mr. Reese – from $200,000
to $250,000.
Annual Incentive Awards. Substantially all exempt employees, including executive officers,
participated in the Company incentive plan in 2004, aligning a portion of each employee’s cash
compensation with Company performance against a predetermined operating income target. As
in prior years, the incentive plan provided for cash awards if objectives related to the Company’s
financial performance were met, and participant award opportunities varied depending upon
individual levels of participation. Payouts were calculated by multiplying the increase in
operating profit over a pre-determined level based on the Company’s financial plan by the
participant’s base salary multiplied by the participant’s participation level. The chief executive
officer’s participation level was 100%, and the executive officers’ participation level was 75%.
The Company had to achieve an established minimum operating profit target before awards were
earned by any employees, including executive officers, with higher levels of performance
resulting in increased payments based upon an established progression. Additionally, certain key
- 29 -